Vancouver, British Columbia--(Newsfile Corp. - March 19, 2025) - J2 Metals Inc. (TSXV: JTWO) ("J2" or the "Company") (formerly Cranstown Capital Corp.) is pleased to announce that the Company has completed its acquisition of J2 Metals Inc. (the "Target") in exchange for the issuance of an aggregate of 9,934,347 common shares of the Company (the "Transaction"). The Transaction constitutes the Company's Qualifying Transaction as such term is defined in Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "TSX-V").
Trading in the Company's common shares ("Company Shares") is expected to re-commence on the TSX-V about the week of March 24, 2025, under the symbol "JTWO".
A total of 6,629,700 Company Shares held by certain shareholders are subject to escrow restrictions in accordance with the policies of the TSX-V, of which 4,250,000 common shares are held subject to the escrow agreement dated June 1, 2021, entered into in connection with the Company's listing as a capital pool company and 2,379,700 are held subject to a tier 2 value escrow agreement entered into pursuant to the Qualifying Transaction.
Transaction Summary
Pursuant to the Transaction, the Company's wholly owned subsidiary, 1517805 B.C. Ltd., amalgamated with the Target to form 1531924 B.C. Ltd., which became a subsidiary of the Company and the Company issued an aggregate of 9,934,347 Company Shares to the holders of common shares of the Target ("Target Shares") on the basis of one Company Share for each Target Share at a deemed price of $0.10 per Target Share, which included an aggregate of 4,400,000 Target Shares issued as part of the concurrent financings completed by the Target and the Company in connection with the Transaction as described below.
Concurrently with the Transaction, the Company changed its name to "J2 Metals Inc.", being the historical name of the Target.
As a result of the Transaction, the Company has an aggregate of 21,182,347 Company Shares issued and outstanding on a non-diluted basis, including the Company Shares issued in connection with the concurrent financings described below.
A more detailed description of the Transaction is contained in the Company's filing statement dated February 13, 2025 (the "Filing Statement"), that can be found under the Company's SEDAR+ profile at www.sedarplus.com.
Board and Management Changes
Concurrent with closing of the Transaction, the board of directors of the Company was constituted as Thomas Lamb, Toby Pierce, Chris Beltgens, Dmitry Serov, and Mark Goodman.
Thomas Lamb has been appointed Chief Executive Officer, Ivan Riabov has been appointed Chief Financial Officer, Graham Giles has been appointed VP Exploration, and Giuseppe (Pino) Perone has been appointed Corporate Secretary of the Company.
Concurrent Financings
In connection with the Transaction, each of the Target and the Company completed certain non-brokered private placements.
Target Financing
On December 30, 2024, the Target completed a non-brokered financing raising aggregate gross proceeds of $489,400 (the "J2 Financing"), of which $296,400 was raised through the issuance of 2,470,000 Target Shares issued on a 'flow through basis' under the Income Tax Act (Canada) (the "FT Shares") at a price of $0.12 per FT Share, and the remaining $193,000 was raised through the issuance of 1,930,000 non-flow through Target Shares at a price of $0.10 per Target Share.
The Target paid aggregate cash finder's fees of $19,284 to registrants in association with the J2 Financing and issued 180,000 finder's warrants ("J2 Finder Warrants"). Each J2 Finder Warrant is exercisable to acquire a Target Share at a price no less than $0.10 per Target Share until December 31, 2026. Upon closing of the Transaction, the J2 Finder Warrants became exercisable for Company Shares on the same terms.
The Target Shares issuable in the J2 Financing, including the FT Shares, were exchanged for Company Shares, along with all other outstanding Target Shares, and are free of resale restrictions.
On February 27, 2025, the Company has completed a non-brokered financing (the "CRAN Financing" and together with the J2 Financing, the "Financings") raising aggregate gross proceeds of $270,000 through the sale of 2,700,000 common shares at a price of $0.10 per share.
The Company paid a finder's fee of $14,400 to an arm's length party through the issuance of 144,000 common shares (each a "Finder's Share") at a price of $0.10 per Finder's Share and 144,000 finder's warrants (each a "Finder's Warrant"). Each Finder's Warrant is exercisable to acquire a further common share at an exercise price of $0.10 until February 27, 2026.
All of the common shares issued pursuant to the CRAN Financing, including the finder's fees, are subject to a statutory four-month hold period expiring on June 28, 2025.
The Company intends to use the net proceeds of the Financings for exploration and development of the Company's mineral property interests, and for general working capital purposes, as more particularly outlined in the Filing Statement.
Annual General Meeting
In addition, the Company is pleased to announce the results from the Company's annual general meeting of shareholders held on March 14, 2025. All matters put forth in the management information circular dated February 17, 2025, were unanimously passed, including the election of directors, the appointment of auditors and the approval of the Company's amended and restated stock option plan. A total of 3,696,000 shares were voted, representing 43.98% of the outstanding shares.
For further information, please contact:
Thomas Lamb
CEO and Director
J2 Metals Inc.
Phone: 604-282-6384
E-Mail: info@j2metals.ca
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer's business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer's prospective financial performance or financial position. The forward-looking information in this news release includes disclosure about the proposed plans for the Company's working capital as well as its business operations and prospects. The Company has made certain material assumptions to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; reliance on key and qualified personnel; regulatory and other risks associated with the mining industry in general; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws as well as those risk factors discussed or referred to in disclosure documents filed by the Company with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.com, including the Filing Statement. The foregoing list of material risk factors and assumptions is not exhaustive. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/245282
SOURCE: J2 Metals Inc.
